AIRBUS - 2019 Registration Document

REGISTRATION DOCUMENT 2018

Corporate Governance  /   4.2 Interests of Directors and Principal Executive Officers

LTIP-SCHEME SINCE 2016

GRANT DATE Face value at grant date Allocation policy

Performance calculation determines the number of Units and shares that may vest

Y

Y+1

Y+2

Y+3

Y+4

Y+5

Performance period 3 years

x x

x

Vesting in CASH Vesting in SHARES

4

k) Contracts and Severance In the case of contract termination, the CEO is currently entitled to an indemnity equal to 1.5 times the Total Target Remuneration (defined as Base Salary and target Annual Variable Remuneration) with respect to applicable local legal requirements if any. This will not apply if the CEO mandate is terminated for cause, in case of dismissal, if he resigns or if the CEO has reached retirement age. The CEO’s contract currently includes a non-compete clause which applies for a minimum of one year and can be extended at the Company’s initiative for a further year. The Board of Directors has the discretion to invoke the extension of the non‑compete clause. The compensation under the non-compete clause is equal to 50% of the last Total Annual Remuneration (defined as Base Salary and VR most recently paid) with respect to applicable local legal requirements if any and paid in monthly instalments. Past LTIP awards may be maintained, in such cases as in the case of retirement or if a mandate is not renewed by the Company without cause. The vesting of past LTIP awards follows the plans’ rules and regulations including performance conditions and is not accelerated in any case. LTIP awards are forfeited for Executives who leave the Company on their own initiative, but this is subject to review by the Board of Directors. Proposal of Policy from 2019 AGM onwards applicable to a future CEO In order to comply with the recommendation of provision 3.2.3 of the Dutch Code relating to the maximum remuneration payable in the event of departure of an Executive Board Member and in line with market practices, the Board confirmed on 13 February 2019 a proposal from the RNGC that the amount of the indemnity to be paid to the CEO in case of contract termination should be reduced to one year’s salary. Consequently, the CEO will be entitled to an indemnity equal to one times the last Total Annual Remuneration (defined as Base Salary and VR most recently paid), subject to applicable local legal requirements if any.

f) Share Ownership Guideline The Board of Directors has established a share ownership guideline pursuant to which the CEO is expected to acquire Airbus shares with a value equal to 200% of the Base Salary and to hold them throughout his tenure. g) Benefits The benefits offered to the CEO comprise a company car and accident insurance. Travel cost reimbursements are based on the Company travel policy as applicable to all employees. h) Retirement The CEO is entitled to a retirement benefit. The Company’s policy is to provide a pension at retirement age that equals 50% of the Base Salary, once the CEO has served on the Executive Committee for five years. This pension can increase gradually to 60% of the Base Salary, for Executives who have served on the Executive Committee for over ten years, and have been employed for at least 12 years. i) Clawback Recent changes to Dutch law introduced the possibility for the Company to deduct or claw back part of the CEO’s variable cash remuneration ( i.e. VR) or equity-related remuneration (excluding the LTIP element settled in cash) served by the Company if certain circumstances arise. Any revision, claw back, or amounts deducted from the CEO’s remuneration will be reported in the notes of the relevant financial statements. j) Loans The Company does not provide loans or advances to the CEO.

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Airbus / Registration Document 2018